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  • KYLIANNE HARLEY

    Confidential Submission of Draft SEC Registration Statements

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    Thu Aug 30 15:54:22 CEST 2018

    Draft registration statements may be submitted to the SEC if certain conditions are present. The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC”) on a confidential basis. This blog posts addresses the common questions we receive about confidential registration statement submissions. Q. When does an emerging growth company have to file its r...


  • KYLIANNE HARLEY

    Rule 506 Offering Requirements – Rule 506 Attorneys

    (Link)

    Thu Aug 30 15:42:56 CEST 2018

    Rule 506 Is Amended Rule 506 Offerings are the most common of the Regulation D exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). It has been approximately a year since the Securities and Exchange Commission (the “SEC”) adopted new criteria for Rule 506 offerings. Under the new rules for Rule 506 Offerings, issuers may use general solicitation and advertising in their securities offerings if certain conditions are met. The SEC’s new rules also...


  • KYLIANNE HARLEY

    Tweeting Your Regulation A+ Offering – Going Public Attorneys

    (Link)

    Thu Aug 30 14:50:40 CEST 2018

    SEC Provides Guidance For Twitter In Regulation A+ Offerings- Testing the Waters On June 19, 2015, new rules expanding Regulation A became effective. The expanded rules are commonly known as Regulation A+. The new rules which were promulgated under the Jumpstart Our Business Startups Act (JOBS Act), create two Tiers of exempt offerings, both of which allow securities to be offered and sold to the general public. Tier 1 offerings allow the issuer to offer and sell up to $20 million in a 12-mo...


  • KYLIANNE HARLEY

    Is Stock Scalping Illegal? l Securities Lawyer 101

    (Link)

    Thu Aug 30 14:46:52 CEST 2018

    Securities Lawyer 101 Blog Stock scalping refers to the illegal and deceptive practice of recommending that others purchase a security while secretly selling the same security. In recent years, the Securities and Exchange Commission (the “SEC”) and Justice Department have brought an increasing number of cases alleging securities violations for stock scalping activity. Stock Promotion entails the dissemination of information about a publicly traded company intended to increase its stock pric...


  • KYLIANNE HARLEY

    Rule 506 Offering Requirements – Rule 506 Attorneys

    (Link)

    Wed Aug 29 17:39:55 CEST 2018

    Rule 506 Is Amended Rule 506 Offerings are the most common of the Regulation D exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). It has been approximately a year since the Securities and Exchange Commission (the “SEC”) adopted new criteria for Rule 506 offerings. Under the new rules for Rule 506 Offerings, issuers may use general solicitation and advertising in their securities offerings if certain conditions are met. The SEC’s new rules also...


  • KYLIANNE HARLEY

    Disclosure Obligations in Regulation A+ Offerings

    (Link)

    Wed Aug 29 17:29:43 CEST 2018

    The Anti-Fraud Provisions And Regulation A+ On March 25, 2015, the Securities and Exchange Commission adopted final rules amending Regulation A. The new rules are often referred to as Regulation A+. These rules are designed to facilitate smaller companies’ access to capital. Regulation A+’s new rules provide investors with more investment choices and issuers with more capital raising options during their going public transactions. The rules adopting Regulation A+ are mandated by Title IV of ...


  • KYLIANNE HARLEY

    OTC Markets Dual List – OTCQX Attorneys – Going Public

    (Link)

    Wed Aug 29 17:18:32 CEST 2018

    The OTC Markets OTCQX offers foreign issuers seeking to go public in the U.S. an appealing alternative to listing on a stock exchange. Foreign issuers whose securities are listed on a foreign stock exchange that qualify for the exemption from the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), can go public in the U.S by quotation of their securities on the OTCQX without registration or reporting obligations to the Securities and Exchange Commissi...


  • KYLIANNE HARLEY

    SEC Guidance on Rule 147 Intrastate Offerings & Crowdfunding

    (Link)

    Wed Aug 29 17:02:56 CEST 2018

    On April 10, 2014, the Securities and Exchange Commission (“SEC”) issued a revised compliance and disclosure interpretation (“C&DIs”) and provided two new questions concerning crowdfunding under the JOBS Act and the intrastate exemption provided by Rule 147 under the Securities Act of 1933, as amended (the “Securities Act”). Section 3(a)(11) of the Securities Act provides an exemption from the registration statement requirements for any securities offering that is offered and sold only to pers...


  • KYLIANNE HARLEY

    Going Public Lawyer Bootcamp

    (Link)

    Wed Aug 29 16:53:07 CEST 2018

    The going public process involves a number of steps that vary depending on the characteristics of the private company wishing to go public, and whether it will become a Securities and Exchange Commission (“SEC”) reporting company. A companies seeking public company status must meet certain SEC requirements before its securities can be publicly traded. This applies to reporting and non-reporting issuers. A going public lawyer can assist the issuer in complying with the SEC’s requirements. ...


  • KYLIANNE HARLEY

    Crowdfunding Portals & Platforms 101

    (Link)

    Wed Aug 29 16:50:01 CEST 2018

    The JOBS Act includes provisions to allow intermediaries known as “Crowdfunding Portals” or “Crowdfunding Platforms” to assist companies with raising capital using the internet. Crowdfunding Portals will serve as attractive capital raising centers for private companies seeking to go public in need of seed capital. Crowdfunding Portals are not subject to the extensive registration requirements applicable to brokers, but they must register with FINRA and applicable Self Regulatory Organizations ...


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